CSB BANCORP, INC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

<R>

FORM 10-Q/A

(Amendment No. 1)

</R>

|_X_ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934
|--- | ----------------------------------------------------------------------------------------
|   

For the quarterly period ended:  SEPTEMBER 30, 2001

OR

|___ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|--- | ----------------------------------------------------------------------------------------

Commission file number:  0-21714

CSB Bancorp, Inc.

(Exact name of registrant as specified in its charter)

| | Ohio                            |  |  |                                         | 34-1687530
| | ------------------------------- |  |  | --------------------------------------- | ----------
| | (State or other jurisdiction of |  |  | (I.R.S. Employer Identification Number)
| | incorporation or organization)  | 

6 W. Jackson Street, P.O. Box 232, Millersburg, Ohio  44654

(Address of principal executive offices)

(330) 674-9015

(Registrant's telephone number)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

__X__  Yes       _____  No

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as
of the latest practicable date.

|Common stock, $6.25 par value |  |  |  | Outstanding at October 30, 2001:
|----------------------------- |  |  |  | --------------------------------
|                              |  |  |  |                                 

FORM 10-Q

QUARTER ENDED September 30, 2001

<R>EXPLANATORY NOTE

This Form 10-Q/A is filed to amend the quarterly report on Form 10-Q filed on November 14,
2001.  This Form 10-Q/A inserts in Item 6 the reports on Form 8-K that were filed by CSB
Bancorp, Inc. during the quarter for which this report is filed and corrects certain numbers on the
Statement Regarding Computation of Per Share Earnings set forth in Exhibit 11 of this report.
The number of weighted average common shares for the nine months ended September 30, 2001
originally reported on the Form 10-Q was 6,624,373.  The corrected number is 2,624,373.  The
weighted average effect of assumed stock options for the nine months ended September 30, 2000
originally reported was 2,635,993.  The corrected number is 857.

This Form 10-Q/A does not reflect events occurring after the filing of the original Form 10-Q on
November 14, 2001, or modify or update those disclosures in any way, except as required to
reflect the effects of this amendment and restatement.</R>

Table of Contents

Part I - Financial Information

ITEM 1 - FINANCIAL STATEMENTS

Consolidated Balance Sheets

Consolidated Statements of Income

Consolidated Statements of Changes in Shareholders' Equity

Condensed Consolidated Statements of Cash Flows

Note to the Consolidated Financial Statements

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Part II - Other Information

Other Information

Signatures

CSB BANCORP, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

|                                                                                                       | September 30,

2001      | December 31,
2000       
|------------------------------------------------------------------------------------------------------ | ------------------------ | ------------------------
|ASSETS                                                                                                 |                          |                         
|Cash and noninterest-bearing deposits with banks                                                       | $ 12,409,700             | $ 12,958,359            
|Interest-bearing deposits with banks                                                                   | 25,666                   | 234,263                 
|Federal funds sold                                                                                     | 26,180,000               | 2,660,000               
|Total cash and cash equivalents                                                                        | 38,615,366               | 15,852,622              
|Securities available for sale, at fair value                                                           | 35,777,285               | 27,189,712              
|Securities held to maturity (Fair values of

$61,647,705 in 2001 and $70,328,759 in 2000)              | 59,070,086               | 69,360,098              
|Total securities                                                                                       | 94,847,371               | 96,549,810              
|Loans, net of allowance for loan losses of

$4,633,226 in 2001 and $7,460,370 in 2000)                 | 171,693,134              | 198,357,829             
|Premises and equipment, net                                                                            | 9,287,659                | 9,249,920               
|Accrued interest receivable and other assets                                                           | 5,641,403                | 5,202,069               
|                                                                                                       |                          |                         
|Total assets                                                                                           | $320,084,933

========== | $325,212,250

==========
|                                                                                                       |                          |                         
|LIABILITIES                                                                                            |                          |                         
|Deposits                                                                                               |                          |                         
|Noninterest-bearing                                                                                    | $ 29,533,213             | $ 30,336,143            
|Interest-bearing                                                                                       | 236,743,567              | 238,246,776             
|Total deposits                                                                                         | 266,276,780              | 268,582,919             
|Securities sold under repurchase agreements                                                            | 13,544,575               | 15,583,527              
|Federal Home Loan Bank borrowings                                                                      | 6,530,967                | 8,464,827               
|Accrued interest payable and other liabilities                                                         | 972,955                  | 1,041,043               
|Total liabilities                                                                                      | 287,325,277              | 293,672,316             
|                                                                                                       |                          |                         
|                                                                                                       |                          |                         
|SHAREHOLDERS' EQUITY                                                                                   |                          |                         
|Common stock, $6.25 par value:  9,000,000 shares

authorized; 2,667,786 shares issued in 2001 and 2000 | 16,673,667               | 16,673,667              
|Additional paid-in capital                                                                             | 6,413,915                | 6,413,915               
|Retained earnings                                                                                      | 10,644,242               | 9,840,016               
|Treasury stock at cost: 43,418 in 2001 and 43,408 in 2000                                              | (1,338,594)              | (1,338,432)             
|Accumulated other comprehensive income (loss)                                                          | 366,426                  | (49,232)                
|Total shareholders' equity                                                                             | 32,759,656               | 31,539,934              
|                                                                                                       |                          |                         
|Total liabilities and shareholders' equity                                                             | $320,084,933

========== | $325,212,250

==========

See accompanying note to consolidated financial statements.

CSB BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

|                                                    | Three Months Ended | Nine Months Ended
|--------------------------------------------------- | ------------------ | -----------------
|                                                    | September 30,      | September 30,    
|                                                    | 2001               | 2000             
|Interest income                                     |                    |                  
|Loans, including fees                               | $  3,920,336       | $  5,248,882     
|Taxable securities                                  | 561,035            | 694,041          
|Nontaxable securities                               | 603,522            | 614,437          
|Other                                               | 213,287            | 5,588            
|Total interest income                               | 5,298,180          | 6,562,948        
|                                                    |                    |                  
|Interest expense                                    |                    |                  
|Deposits                                            | 2,703,736          | 2,871,512        
|Other                                               | 163,297            | 482,353          
|Total interest expense                              | 2,867,033          | 3,353,865        
|                                                    |                    |                  
|Net interest income                                 | 2,431,148          | 3,209,083        
|Provision for loan losses                           | (2,525,853)        | 616,453          
|                                                    |                    |                  
|Net interest income after
provision for loan losses | 4,957,001          | 2,592,630        
|                                                    |                    |                  
|Other income                                        |                    |                  
|Service charges on deposit
accounts                 | 182,523            | 197,278          
|Gain on sale of loans                               | 24,996             | 3,809            
|Trust and financial
services                        | 96,583             | 86,884           
|Other income                                        | 195,725            | 191,548          
|Total other income                                  | 499,827            | 479,519          
|                                                    |                    |                  
|Other expense                                       |                    |                  
|Salaries and employee
benefits                      | 1,307,852          | 1,196,196        
|Occupancy expense                                   | 157,678            | 136,570          
|Equipment expense                                   | 140,241            | 106,630          
|State franchise tax                                 | 100,372            | 98,072           
|Professional fees                                   | 307,406            | 117,102          
|Other expense                                       | 905,755            | 590,346          
|Total other expense                                 | 2,919,304          | 2,244,916        
|                                                    |                    |                  
|Income before income
taxes                          | 2,537,524          | 827,233          
|Provision (credit) for

income taxes                | 683,472            | 111,039          
|                                                    |                    |                  
|Net income                                          | $1,854,052         | $  716,194       
|                                                    |                    |                  
|Basic earnings per share                            | $         0.71     | $         0.27   
|Diluted earnings per share                          | $         0.70     | $         0.27   

See accompanying note to consolidated financial statements.

CSB BANCORP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(Unaudited)

|                                                                                                                                        | Three Months Ended     | Nine Months Ended     
|--------------------------------------------------------------------------------------------------------------------------------------- | ---------------------- | ----------------------
|                                                                                                                                        | September 30,          | September 30,         
|                                                                                                                                        | 2001                   | 2000                  
|                                                                                                                                        |                        |                       
|Balance at beginning of period                                                                                                          | $30,674,847            | $31,511,146           
|Net income                                                                                                                              | 1,854,052              | 716,194               
|Other comprehensive income, net of
tax                                                                                                  | 230,813                | 148,624               
|Comprehensive income                                                                                                                    | 2,084,865              | 864,818               
|Cash dividends ($.15 and $.30 per
share in 2000)                                                                                        | ---                    | (392,591)             
|Purchase of treasury shares ( 4 and
10 shares in 2001, and 18,395 and
47,100 shares in 2000)                                            | (56)                   | (54,431)              
|Treasury shares used for the
dividend reinvestment program
(reissued 3,318 and 7,136 treasury
shares), net of fractional shares
retired | ---                    | 108,851               
|Balance at end of period                                                                                                                | $32,759,656

========= | $32,037,793

=========

See accompanying note to the consolidated financial statements.

CSB BANCORP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

| | Nine Months Ended

September 30,
| | --------------------------------

|                                                          | 2001                   | 2000                  
|--------------------------------------------------------- | ---------------------- | ----------------------
|                                                          |                        |                       
|Net cash from operating activities                        | $   352,817            | $ 4,102,616           
|                                                          |                        |                       
|Cash flows from investing activities                      |                        |                       
|Securities available for sale                             |                        |                       
|Proceeds from maturities, calls and repayments            | 19,925,000             | 4,000,000             
|Purchases                                                 | (27,770,000)           | 0                     
|Securities held to maturity                               |                        |                       
|Proceeds from maturities, calls and repayments            | 10,250,000             | 4,640,000             
|Purchases                                                 | 0                      | (832,548)             
|Net change in loans                                       | 26,730,491             | (17,161,781)          
|Premises and equipment expenditures, net                  | (446,451)              | (521,040)             
|Net cash from investing activities                        | 28,689,040             | (9,875,369)           
|                                                          |                        |                       
|Cash flows from financing activities                      |                        |                       
|Net change in deposits                                    | (2,306,139)            | (4,431,073)           
|Net change in securities sold under repurchase
agreements | (2,038,952)            | 259,070               
|Net change in federal funds purchased                     | ---                    | 12,100,000            
|Principal reductions on FHLB borrowings                   | (1,933,860)            | (1,056,295)           
|Cash dividends paid                                       | ---                    | (845,165)             
|Purchase of treasury shares                               | (162)                  | (1,507,082)           
|Net cash from financing activities                        | (6,279,113)            | 4,519,455             
|                                                          |                        |                       
|Net change in  cash and cash equivalents                  | 22,762,744             | (1,253,298)           
|                                                          |                        |                       
|Beginning cash and cash equivalents                       | 15,852,622             | 13,267,077            
|                                                          |                        |                       
|Ending cash and cash equivalents                          | $38,615,366

========= | $12,013,779

=========
|                                                          |                        |                       
|                                                          |                        |                       
|Supplemental disclosures                                  |                        |                       
|Interest paid                                             | $9,071,910             | $9,438,726            
|Income taxes paid                                         | 0                      | 305,000               

See accompanying note to the consolidated financial statements.

CSB BANCORP, INC.

NOTE TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying consolidated financial statements include the accounts of CSB Bancorp, Inc.
and its wholly-owned subsidiary, The Commercial and Savings Bank (together referred to as the
"Company" or "CSB").  All significant intercompany transactions and balances have been
eliminated in consolidation.

The consolidated financial statements have been prepared without audit.  In the opinion of
management, all adjustments (which include normal recurring adjustments) necessary to present
fairly the Company's financial position at September 30, 2001, and the results of operations and
changes in cash flows for the periods presented have been made.

Certain information and footnote disclosures typically included in financial statements prepared
in accordance with generally accepted accounting principles have been omitted.  The Annual
Report for CSB for the year ended December 31, 2000, contains consolidated financial
statements and related footnote disclosures which should be read in conjunction with the
accompanying consolidated financial statements.  The results of operations for the periods ended
September 30, 2001, are not necessarily indicative of the operating results for the full year or any
future interim period.

CSB BANCORP, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion focuses on the consolidated financial condition of CSB Bancorp, Inc.
(the Company) at September 30, 2001, compared to December 31, 2000, and the consolidated
results of operations for the nine month and quarterly periods ending September 30, 2001
compared to the same periods in 2000.  The purpose of this discussion is to provide the reader
with a more thorough understanding of the consolidated financial statements.  This discussion
should be read in conjunction with the interim consolidated financial statements and related
footnotes.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this report that are not historical facts are forward-looking
statements that are subject to certain risks and uncertainties.  When used herein, the terms
"anticipates", "plans", "expects", "believes", and similar expressions as they relate to the
Company or its management are intended to identify such forward-looking statements.  The
Company's actual results, performance or achievements may materially differ from those
expressed or implied in the forward-looking statements.  Risks and uncertainties that could cause
or contribute to such material differences include, but are not limited to, general economic
conditions, interest rate environment, competitive conditions in the financial services industry,
changes in law, governmental policies and regulations, and rapidly changing technology affecting
financial services.

The Company does not undertake, and specifically disclaims any obligation, to publicly revise
any forward-looking statements to reflect events or circumstances after the date of such
statements or to reflect the occurrence of anticipated or unanticipated events.

FINANCIAL CONDITION

Total assets were $320.1 million at September 30, 2001, compared to $325.2 million at
December 31, 2000, representing a decrease of $5.1 million or 1.6%.  Federal funds sold
increased $23.5 million to $26.2 million at September 30, 2001.  Total securities decreased $1.7
million during the nine month period ended September 30, 2001, including a $10.3 million
decrease in the held-to-maturity category and a $8.6 million increase in the available for sale
category.  It is presently the Company's policy to classify all new securities purchases as
available-for-sale. The Company manages its securities portfolio and federal funds sold position
to meet liquidity needs and asset liability management requirements.

Net loans decreased $26.7 million, or 13.4% from December 31, 2000, to $171.7 million at
September 30, 2001.  Commercial loans decreased $12.0 million, or 14.1%, from December 31,
2000, partially due to $737,000 being sold during the nine month period.  Commercial real estate
loans decreased $5.3 million, or 13.7%, primarily as a result of $5.2 million of performing and
non-performing commercial real estate loans being sold during the first nine months of 2001.
This sale more than offset commercial real estate construction loans which became permanent
loans.  Total construction loans decreased $6.9 million, or 91.7%.  Installment loans decreased
$4.3 million, or 24.0%.  Overall, the decrease in loans is attributed to the sale of commercial real
estate loans and stricter underwriting standards.

The allowance for loan losses amounted to $4.6 million, or 2.63% of total loans, at September
30, 2001, compared to $7.5 million, or 3.61% of total loans at December 31, 2000.  Management
prepares an analysis of the loan portfolio and the corresponding allowance for loan and lease
losses on a monthly basis.  This analysis considers the mix of the portfolio, internal classification
of loans, delinquencies, and other factors.  During the quarter ended September 30, 2001,
significant progress was made in certain large loan concentrations, which substantially reduced
the amount of allowance required.  This progress included the paydown, and in some cases, the
payoff of loan concentrations.  Problem loans, including loans past due more than 90 days and
certain loans placed on nonaccrual status, were approximately $3.5 million, or 2.0% of total
loans at September 30, 2001, compared to $1.3 million, or 0.65% of total loans at December 31,
2000.  These credits are considered in management's analysis of the allowance for loan losses.

Net premises and equipment increased $38,000, or 0.4%, during the first nine months of 2001,
due primarily to the acquisition of technology equipment in the normal course of business, which
more than offset depreciation.

At September 30, 2001, the ratio of total loans to deposits was  66.2%, compared to 76.6% at the
end of  2000.

Total shareholders' equity at September 30, 2001 increased $1.2 million, or 3.9%, compared to
December 31, 2000, due to the nine month net income of $804,000, as well as the $416,000
change in the unrealized gain (loss), net of tax, on available-for-sale securities.

The Company and its subsidiary met all minimum regulatory capital requirements at September
30, 2001.

RESULTS OF OPERATIONS

Net income for the nine months ending September 30, 2001, was $804,000, or $0.31 per share, as
compared to net income of $1.1 million, or $0.41 per share during the same period last year, a
decrease of $277,000 or 25.6%. For the quarter ended September 30, 2001, the Company had net
income of $1.9 million, or $0.71 per share, for the reasons previously discussed.

Interest income for the nine months ended September 30, 2001 was $16.9 million, a decrease of
$2.0 million, or 10.8%, over the same period last year, including interest and fees on loans
decreasing $1.9 million, or 12.5%.  Interest on securities decreased $565,000, or 14.0%, as short
term interest rates fell and certain callable securities were called.  Other interest income increased
$387,000 as the average federal fund sold position was higher during the current period.  Interest
income for the quarter ended September 30, 2001 was $5.3 million, a decrease of $1.3 million, or
19.3%, compared to the same period in 2000.  This decrease was due to the reasons previously
noted.

Interest expense decreased $439,000, or 4.6% to $9.0 million for the nine months ended
September 30, 2001, compared to the nine months ended September 30, 2000.  Interest expense
on deposits increased $110,000, or 1.3%, from the same period as last year, while interest
expense on other borrowings decreased by $549,000, or 47.2%.  The decrease in interest expense
on other borrowings is due to the payoff of a $1.0 million FHLB advance and the reduction in
other advances. Interest expense for the quarter ended September 30, 2001 was $2.9 million, a
decrease of $487,000, or 14.5%, from the same period in 2000.

The provision for loan losses was $183,000 during the first nine months of 2001, a decrease of
$3.4 million over the same period of 2000.  The provision is determined based on management's
calculation of the allowance for loan losses, which, as noted previously, includes provisions for
classified loans, as well as provision for the remainder of the portfolio based on historical data,
including past charge-offs.  The provision for loan losses for the three months ended September
30, 2001 was $(2.5) million, compared to $616,000 for the same quarter last year.  During the
third quarter of 2001, significant progress was made in the resolution of non-performing loans.
This resulted in a negative provision due to specific loan losses no longer being required.

Other income increased $37,000, or 2.6%, during the nine months ended September 30, 2001 as
compared to the same period in 2000.  Other expenses increased $2.1 million, or 32.3%, for the
nine months ended September 30, 2001, compared to the same period in 2000.  Salaries and
employee benefits increased $523,000, or 15.3%; occupancy expense increased $71,000, or
17.3%; professional fees increased $859,000 primarily due to additional expenses relating to the
Written Agreement; and other expenses increased $667,000 or 33.4%. The credit for income
taxes was $397,000 during the first nine months of 2001, as compared to a credit of $314,000 for
the first nine months of 2000.

Other income for the quarter ended September 30, 2001 was $500,000, an increase of $20,000
compared to the same quarter in 2000.  Other expenses for the three month period increased
$674,000, or 30.0%, compared to last year's period.  This increase was due to reasons previously
noted.

CSB BANCORP, INC.

QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK

ITEM 3  QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK

There have been no material changes in the quantitative and qualitative disclosures about market
risks as of September 30, 2001 from that presented in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000.  Management performs a quarterly analysis of the
Company's interest rate risk.  All positions are currently within the Board-approved policy limits.

CSB BANCORP, INC.

FORM 10

Quarter ended September 30, 2001

PART II - OTHER INFORMATION

Item 1 - Legal Proceedings:

There are no matters required to be reported under this item.

Item 2 - Changes in Securities and Use of Proceeds:

There are no matters required to be reported under this item.

Item 3 - Defaults Upon Senior Securities:

There are no matters required to be reported under this item.

Item 4 - Submission of Matters to a Vote of Security Holders:

Our 2001 annual meeting of shareholders was held on July 25, 2001.  The only matter submitted
to a vote of the security holders at the meeting was the election of three directors to our board of
directors, each to continue in office until the year 2004.  As permitted under Ohio law,
cumulative voting was used by shareholders in the election of directors at the meeting.  The
cumulative voting results are set forth below.  There were no abstentions or broker non-votes
with respect to any candidate.

| | Nominee              | For            | 
| | -------------------- | -------------- | 
| |                      |                | 
| | Jeffrey A. Robb, Sr. | 2,405,801.6754 | 
| | Philip W. Smith, Jr. | 1,042,539.1480 | 
| | Samuel M. Steimel    | 1,556,512.0854 | 
| | John R. Waltman      | 1,697,836.4744 | 
| |                      |                | 

The following individuals continued as directors of CSB following the annual meeting of
shareholders.

C. James Bess

Ronald E. Holtman

J. Thomas Lang

Daniel J. Miller

Edward Steiner

F. Joanne Vincent

Robert K. Baker

Item 5 - Other Information:

There are no matters required to be reported under this item.

<R>Item 6 - Exhibits and Reports on Form 8-K:

(a)  Exhibits:

|Exhibit

Number | Description of Document                                                                                                                                                                                                                                                                                 
|--------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                |                                                                                                                                                                                                                                                                                                         
|11              | Statement Regarding Computation of Per Share Earnings (reference
is hereby made to Consolidated Statements of Income on page 4
hereof.)                                                                                                                                                                 
|(b)             | Reports on Form 8-K:                                                                                                                                                                                                                                                                                    
|                |                                                                                                                                                                                                                                                                                                         
|                | 1.  Form 8-K dated July 3, 2001 containing a press release announcing
that Ronald Holtman, Phillip W. Smith, Jr., Eddie Lee Steiner and
John R. Waltman have been appointed to the Board of Directors of the
Company.                                                                                   
|                |                                                                                                                                                                                                                                                                                                         
|                | 2.  Form 8-K dated July 24, 2001 containing a press release
announcing that, on July 23, 2001, the Company and its subsidiary
bank, The Commercial and Savings Bank of Millersburg, issued a
quarterly report to shareholders that included its financial statements
for the period ended June 30, 2001.
|                |                                                                                                                                                                                                                                                                                                         

</R>

CSB BANCORP, INC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

|                 | CSB BANCORP, INC.                                                              
|---------------- | -------------------------------------------------------------------------------
|                 |                                                                                
|Date: 12/11/2001 | /s/A. Lee Miller

A. Lee Miller

Senior Vice President

Chief Financial Officer
|                 |                                                                                
|                 |                                                                                

CSB BANCORP, INC.

Index to Exhibits

|Exhibit

Number | Description of Document                                                                                                                 | Sequential

Page
|--------------- | --------------------------------------------------------------------------------------------------------------------------------------- | ----------------
|                |                                                                                                                                         |                 
|11              | Statement Regarding Computation of Per Share Earnings
(reference is hereby made to Consolidated Statements of
Income on page 4 hereof.) | 15              

<R>CSB BANCORP, INC.

EXHIBIT 11

STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS

|                                                  | Three Months Ended | Nine Months Ended
|------------------------------------------------- | ------------------ | -----------------
|                                                  | September 30,      | September 30,    
|                                                  | 2001               | 2000             
|                                                  |                    |                  
|Basic Earnings per Share

Net income              | $1,854,052         | $  716,194       
|Weighted average

common shares                   | 2,624,370          | 2,635,136        
|Basic Earnings

per share                         | $  0.71

=======   | $  0.27

======= 
|                                                  |                    |                  
|Diluted Earnings per Share

Net income            | $1,854,052         | $  716,194       
|Weighted average

common shares                   | 2,624,370          | 2,635,136        
|Weighted average effect of

assumed stock options | 20,000             | 857              
|Total                                             | 2,644,370          | 2,635,993        
|Diluted Earnings per Share                        | $  0.70

=======   | $  0.27

======= 

</R>